As filed with the Securities and Exchange Commission on May 14, 2019.

Registration No. 333-    

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

Invesco Ltd.

(Exact name of registrant as specified in its charter)

 

 

 

Bermuda   98-0557567

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

1555 Peachtree Street, NE, Suite 1800

Atlanta, Georgia 30309

(404) 892-0896

(Address and telephone number of registrant’s principal executive offices)

Invesco Ltd. 2016 Global Equity Incentive Plan

(Full title of the plan)

Kevin M. Carome

Senior Managing Director and General Counsel

Invesco Ltd.

1555 Peachtree Street, N.E., Suite 1800

Atlanta, Georgia 30309

(Name and Address of Agent For Service)

(404) 892-0896

(Telephone number, including area code, of agent for service)

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ☒   Accelerated filer  ☐   Non-accelerated filer  ☐   Smaller reporting company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities
to be registered
  Amount to be
registered (1)
  Proposed maximum
offering price per
share (2)
  Proposed maximum
aggregate offering
price (2)
  Amount of
registration fee

Common Shares, $0.20 par value

  9,700,000 (3)   $20.61   $199,917,000   $24,229.94

 

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers an indeterminate number of the common shares, $0.20 par value (the “Common Shares”), of Invesco Ltd. (the “Company”) as may be necessary to adjust the number of Common Shares being offered or issued pursuant to the anti-dilution provisions of the plan referenced above, as a result of stock splits, stock dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) of the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the high and low market prices of the Common Shares reported on the New York Stock Exchange on May 9, 2019.

(3)

Represents additional shares available for issuance under the plan referenced above.

 

 

 


EXPLANATORY NOTE

This Registration Statement (this “Registration Statement”) is being filed by Invesco Ltd. (the “Company”) to register an additional 9,700,000 shares (the “Additional Shares”) of the Company’s Common Shares, $0.20 par value per share (the “Common Shares”), issuable under the Company’s 2016 Global Equity Incentive Plan, as amended (the “Plan”). The Additional Shares are in addition to the Common Shares previously registered for issuance on the Company’s Registration Statement on Form S-8 (File No. 333-212037), filed with the Securities and Exchange Commission (the “SEC”) on June 15, 2016 (the “Prior Registration Statement”).

This Registration Statement relates to securities of the same class as that to which the Prior Registration Statement relates, and is submitted in accordance with General Instruction E to Form S-8 regarding registration of additional securities. Pursuant to such instruction, the contents of the Prior Registration Statement are incorporated by reference and made part of this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents, filed by the Company with the SEC pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated herein by reference and deemed to be a part hereof:

 

  (a)

the Company’s Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on February 22, 2019;

 

  (b)

the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, filed with the SEC on April 25, 2019; and

 

  (c)

the description of the Company’s common stock contained in the Company’s Form 8-A filed on May 16, 2008, including any amendment or report filed for the purpose of updating such descriptions.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act before the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents.

In no event, however, will any information that the Company discloses under Item 2.02 or 7.01 of any Current Report on Form 8-K that the Company may from time to time furnish to the SEC, or any other information that is not deemed “filed” with the SEC, be incorporated by reference into, or otherwise become part of, this Registration Statement.

Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that such statement is modified or superseded by a subsequently filed document that also is or is deemed to be incorporated by reference herein. Any such statement so modified or superseded shall not be deemed to constitute a part of this Registration Statement except as so modified or superseded.

Item 6. Indemnification of Directors and Officers.

Pursuant to its Third Amended and Restated Bye-Laws, the Company will indemnify its officers, directors and employees to the fullest extent permitted by Bermuda law. Such indemnity will extend, without limitation, to any matter in which an officer, director or employee of the Company may be guilty of negligence, default, breach of

 

1


duty or breach of trust in relation to the Company or any of its subsidiaries, but will not extend to any matter in which such officer, director or employee is found, by a court of competent jurisdiction in a final judgment or decree not subject to appeal, guilty of any fraud or dishonesty in relation to the Company.

The Bermuda Companies Act 1981 (as amended) enables companies to purchase and maintain, and the Company’s Bye-Laws permit the Company to purchase and maintain, insurance for directors and officers against any liability arising from negligence, default, breach of duty or breach of trust of which the director or officer may be guilty in relation to the company. The Company maintains such policies of insurance on its officers and directors.

Item 8. Exhibits.

 

Exhibit
Number

  

Description

3.1    Memorandum of Association of the Company (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K, filed with the SEC on December 12, 2007)
3.2    Third Amended and Restated Bye-Laws of the Company (incorporated by reference to Exhibit 3.2 to the Quarterly Report on Form 10-Q, filed with the SEC on July 27, 2017)
4.1    Specimen Certificate for the Common Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K, filed with the SEC on December 12, 2007)
4.2    Invesco Ltd. 2016 Global Equity Incentive Plan incorporated by reference to Appendix A to the Proxy Statement on Schedule 14A filed with the SEC on March 24, 2016
4.3    First Amendment to the Invesco Ltd. 2016 Global Equity Incentive Plan, dated May 9, 2019*
5.1    Opinion of Appleby as to the validity of the Common Shares (including consent)*
23.1    Consent of Appleby (included in Exhibit 5.1)*
23.2    Consent of PricewaterhouseCoopers LLP*
24.1    Power of Attorney (included on signature page)*
*

Filed herewith.

 

2


SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Atlanta, State of Georgia, on this 14th day of May, 2019.

 

Invesco Ltd.
By:   /s/ Robert H. Rigsby
Name:   Robert H. Rigsby
Title:   Assistant Secretary and Managing Director, Corporate Legal
Date:   May 14, 2019

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS , that each person whose signature appears below constitutes and appoints Kevin M. Carome and Robert H. Rigsby as his/her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him/her and in his/her name, place and stead, in any and all capacities, to sign, execute and file this Registration Statement under the Securities Act and any and all amendments (including, without limitation, post-effective amendments) to this Registration Statement, with all exhibits and any and all documents required to be filed with respect thereto, with the SEC or any other regulatory authority, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing appropriate or necessary to be done in order to effectuate the same as fully to all intents and purposes as he himself or she herself might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.

 

Name

  

Title

 

Date

/s/ Martin L. Flanagan

Martin L. Flanagan

  

Chief Executive Officer (Principal Executive Officer) and President; Director

  May 14, 2019

/s/ Loren M. Starr

Loren M. Starr

  

Senior Managing Director and Chief Financial Officer (Principal Financial Officer)

  May 14, 2019

/s/ Annette Lege

Annette Lege

  

Chief Accounting Officer (Principal Accounting Officer)

  May 14, 2019

 

3


Name

  

Title

 

Date

/s/ G. Richard Wagoner, Jr.

G. Richard Wagoner, Jr.

  

Chairman and Director

  May 14, 2019

/s/ Sarah E. Beshar

Sarah E. Beshar

  

Director

  May 14, 2019

/s/ Joseph R. Canion

Joseph R. Canion

  

Director

  May 14, 2019

/s/ C. Robert Henrikson

C. Robert Henrikson

  

Director

  May 14, 2019

/s/ Denis Kessler

Denis Kessler

  

Director

  May 14, 2019

/s/ Sir Nigel Sheinwald

Sir Nigel Sheinwald

  

Director

  May 14, 2019

/s/ Phoebe A. Wood

Phoebe A. Wood

  

Director

  May 14, 2019

 

4

Exhibit 4.3

First Amendment

to the

Invesco Ltd. 2016 Global Equity Incentive Plan

THIS FIRST AMENDMENT (this “Amendment”) is made as of February 7, 2019 to the Invesco Ltd. 2016 Global Equity Incentive Plan (the “Plan”). Any capitalized terms used and not defined herein shall have the meanings set forth in the Plan.

WHEREAS, pursuant to Section 14 of the Plan, the Board or the Committee may amend, alter or discontinue the Plan, so long as no amendment, alteration or discontinuation shall be made which materially impairs the rights of a Participant with respect to a previously granted Award without such Participant’s consent, except that no such amendment shall be made without the approval of the Company’s Shareholders to the extent such amendment would materially increase the number of securities which may be issued under the Plan or to a Participant.

WHEREAS, the Board has determined to amend the Plan in the manner set forth below, subject to approval by the Shareholders.

NOW, THEREFORE, the Plan is hereby amended as follows, subject to approval by the Shareholders:

 

1.

Section 6(a) of the Plan is hereby amended and restated in its entirety as follows: “Subject to adjustment as provided in Section (e), the maximum number of Shares that may be issued pursuant to Awards under the plan shall be 31.4 million.”

 

2.

The last sentence of Section 9(b) of the Plan is hereby amended and restated in its entirety as follows: “Except with respect to the death, Disability or involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, or the occurrence of a corporate transaction (including but not limited to, a Change of Control) or special circumstances determined by the Committee, an Award of Restricted Stock subject solely to the continued service of an employee and/or the attainment of Performance Goals shall have a vesting period of not less than two years from the date of grant.”

 

3.

The last sentence of Section 10(b) of the Plan is hereby amended and restated in its entirety as follows: “Except with respect to the death, Disability or involuntary termination (other than for Cause or unsatisfactory performance) of a Participant, or the occurrence of a corporate transaction (including but not limited to, a Change of Control) or special circumstances determined by the Committee, an Award of Restricted Stock Units subject solely to the continued service of an employee and/or the attainment of Performance Goals shall have a vesting period of not less than two years from the date of grant.”


4.

The last sentence of Section 11(b) of the Plan is hereby amended and restated in its entirety as follows: “So long as non-employee director awards do not represent more than five percent (5%) of the total number of Shares available for issuance under the Plan, and except as otherwise provided in the applicable Award Agreement, such Other Stock-Based Awards shall be fully vested and nonforfeitable as of the Grant Date and subject to the Non-Executive Director Stock Ownership Policy.”

 

5.

This Amendment and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Georgia without giving effect to the conflict of laws principles thereof.

 

6.

Except as amended above, the Plan shall remain in full force and effect.

Exhibit 5.1

 

Invesco Ltd.

Two Peachtree Pointe

1555 Peachtree Street, N.E.

Atlanta, Georgia 30309

United States of America

  

Email jwilson@applebyglobal.com

 

Direct Dial +1 441 298 3559

Tel +1 441 295 2244

Fax +1 441 292 8666

 

Your Ref

 

Appleby Ref 137506.0003/JW

 

14 May 2019

 

LOGO

Dear Sirs

Invesco Ltd.

We have acted as attorneys in Bermuda for Invesco Ltd., a Bermuda exempted company ( Company ) in connection with its filing with the United States Securities and Exchange Commission of a Registration Statement on Form S-8 ( Registration Statement ) with respect to up to 9,700,000 of the Company’s common shares of par value USD0.20 per share ( Common Shares ) to be issued pursuant to the terms of the Company’s 2016 Global Equity Incentive Plan ( Plan ).

For the purposes of this opinion we have examined and relied upon the documents ( Documents ) listed, and in some cases defined, in the Schedule to this opinion together with such other documentation as we have considered requisite to this opinion.

Assumptions

In stating our opinion we have assumed:

 

  1.

the authenticity, accuracy and completeness of all Documents and other documentation examined by us submitted to us as originals and the conformity to authentic original documents of all Documents and other such documentation submitted to us as certified, conformed, notarised, faxed or photostatic copies;

 

  2.

that each of the Documents and other such documentation which was received by electronic means is complete, intact and in conformity with the transmission as sent;

 

  3.

the genuineness of all signatures on the Documents;

 

LOGO

Bermuda  ∎  British Virgin Islands  ∎  Cayman Islands  ∎  Guernsey  ∎   Hong Kong  ∎  Isle of Man  ∎  Jersey  ∎  Mauritius  ∎  Seychelles  ∎  Shanghai


  4.

that there are no provisions of the laws or regulations of any jurisdiction other than Bermuda which would have a material effect on any of the opinions herein expressed;

 

  5.

that all representations and factual statements appearing in the Registration Statement, the Plan and the Resolutions are true, accurate and complete in all material respects;

 

  6.

that any awards granted under the Plan will be in consideration of the receipt by the Company prior to the issue of Common Shares pursuant thereto of either cash or services at least equal to the par value of such Common Shares;

 

  7.

that when filed with the Securities and Exchange Commission, the Registration Statement will not differ in any material respect from the draft that we have examined;

 

  8.

that the records which were the subject of the Company Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Company Search been materially altered;

 

  9.

that the records which were the subject of the Litigation Search were complete and accurate at the time of such search and disclosed all information which is material for the purposes of this opinion and such information has not since the date of the Litigation Search been materially altered;

 

  10.

that the Resolutions are in full force and effect, have not been rescinded, either in whole or in part, and accurately record the resolutions passed by the Directors of the Company, the Compensation Committee of the Board and by the Shareholders of the Company respectively in meetings which were duly convened and at which, in each case, a duly constituted quorum was present and voting throughout and that there is no matter affecting the authority of the Directors or the Shareholders to approve the adoption of the Plan and filing of the Registration Statement, not disclosed by the Constitutional Documents or the Resolutions, which would have any adverse implication in relation to the opinions expressed herein;

 

  11.

that no Common Shares will be issued under the Plan for less than the $0.20 par value of the Company’s shares and that at the time of any issuance of Common Shares under the Plan the Company shall continue to have sufficient authorized and unissued shares reserved for issuance thereunder; and

 

  12.

that the Common Shares will remain listed on the New York Stock Exchange.

Bermuda  ∎  British Virgin Islands  ∎  Cayman Islands  ∎  Guernsey  ∎   Hong Kong  ∎  Isle of Man  ∎  Jersey  ∎  Mauritius  ∎  Seychelles  ∎  Shanghai

 

2


Opinion

Based upon and subject to the foregoing and subject to the reservations set out below and to any matters not disclosed to us, we are of the opinion that:

 

  1.

The Company is an exempted company incorporated with limited liability and is existing and in good standing under the laws of Bermuda and has all requisite corporate power and authority to issue the Common Shares.

 

  2.

When issued pursuant to the applicable Resolutions and the Plan, all necessary corporate action required to be taken by the Company in connection with the issue by the Company of the Common Shares pursuant to Bermuda law will have been taken by or on behalf of the Company, and all necessary approvals of Governmental authorities in Bermuda will have been duly obtained for the issue by the Company of the Common Shares.

 

  3.

When the Common Shares have been duly issued and paid for pursuant to and in accordance with the terms and conditions referred to or summarised in the applicable Resolutions and the Plan, the Common Shares will be validly issued, fully paid and non-assessable shares in the capital of the Company.

 

  4.

There are no taxes, duties or other charges payable to or chargeable by the Government of Bermuda, or any authority or agency thereof, in respect of the issue of the Common Shares.

Reservations

We have the following reservations:

 

  1.

We express no opinion as to any law other than Bermuda law and none of the opinions expressed herein relates to compliance with or matters governed by the laws of any jurisdiction except Bermuda. This opinion is limited to Bermuda law as applied by the courts of Bermuda at the date hereof.

 

  2.

In opinion paragraph 1 above, the term “good standing” means that the Company has received a Certificate of Compliance from the Registrar of Companies.

 

  3.

Any reference in this opinion to shares being “non-assessable” shall mean, in relation to fully paid shares of the Company and subject to any contrary provision in any agreement in writing between the Company and the holder of such shares, that: no shareholder shall be obliged to contribute further amounts to the capital of the Company, either in order to complete payment for their shares, to satisfy claims of creditors of the Company, or otherwise; and no shareholder shall be

Bermuda  ∎  British Virgin Islands  ∎  Cayman Islands  ∎  Guernsey  ∎   Hong Kong  ∎  Isle of Man  ∎  Jersey  ∎  Mauritius  ∎  Seychelles  ∎  Shanghai

 

3


      

bound by an alteration to the Memorandum of Association or Bye-laws of the Company after the date on which he became a shareholder, if and so far as the alteration requires him to take, or subscribe for additional shares, or in any way increases his liability to contribute to the share capital of, or otherwise to pay money to, the Company.

 

  4.

Under the Notice to the Public dated 1 June 2005 by the Bermuda Monetary Authority ( BMA ) made under the Exchange Control Act 1972 and the Exchange Control Regulations 1973 ( BMA Notice ), the BMA has given general permission for the issuance of shares of Bermuda exempted companies (such as the Company) to a non-resident where the Equity Securities (as defined in the BMA Notice) are listed on an Appointed Stock Exchange (as defined in the BMA Notice) (which includes the New York Stock Exchange), for as long as any Equity Securities of the Company remain so listed.

Disclosure

This opinion is addressed to you in connection with the registration of the Common Shares with the Securities and Exchange Commission and is not to be made available to, or relied on by any other person or entity, or for any other purpose, without our prior written consent. We consent to the filing of this opinion as an exhibit to the Registration Statement of the Company. We also consent to the reference to our Firm wherever appearing in the Registration Statement.

Further, this opinion speaks as of its date and is strictly limited to the matters stated herein and we assume no obligation to review or update this opinion if applicable laws or the existing facts or circumstances should change. This opinion is governed by and is to be construed in accordance with Bermuda law. It is given on the basis that it will not give rise to any legal proceedings with respect thereto in any jurisdiction other than Bermuda.

Yours faithfully

/s/ Appleby (Bermuda) Limited

Appleby (Bermuda) Limited

Bermuda  ∎  British Virgin Islands  ∎  Cayman Islands  ∎  Guernsey  ∎   Hong Kong  ∎  Isle of Man  ∎  Jersey  ∎  Mauritius  ∎  Seychelles  ∎  Shanghai

 

4


SCHEDULE

 

  1.

The entries and filings shown in respect of the Company on the file of the Company maintained in the Register of Companies at the office of the Registrar of Companies in Hamilton, Bermuda, as revealed by a search conducted on 13 May 2019 ( Company Search ).

 

  2.

The entries and filings shown in respect of the Company in the Supreme Court Causes Book maintained at the Registry of the Supreme Court in Hamilton, Bermuda, as revealed by a search conducted on 13 May 2019 ( Litigation Search ).

 

  3.

Certified copies of the Certificate of Incorporation, Memorandum of Association and Bye-Laws adopted 15 May 2014 for the Company (collectively referred to as the Constitutional Documents ).

 

  4.

Certified copy of the resolutions of the Board of Directors of the Company passed on 7 February 2019 ( Resolutions ).

 

  5.

A Certificate of Compliance, dated 13 May 2019 issued by the Registrar of Companies in respect of the Company.

 

  6.

A copy of the BMA Notice.

 

  7.

An electronic copy of the Registration Statement received on 14 May 2019.

 

  8.

An electronic copy of the Plan.

 

  9.

An electronic copy of the proxy statement of the Company filed with the U.S. Securities and Exchange Commission on 25 March 2019, including the Plan Amendment as an appendix.

Bermuda  ∎  British Virgin Islands  ∎  Cayman Islands  ∎  Guernsey  ∎   Hong Kong  ∎  Isle of Man  ∎  Jersey  ∎  Mauritius  ∎  Seychelles  ∎  Shanghai

 

5

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form  S-8 of our report dated February 21, 2019 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Invesco Ltd.’s Annual Report on Form 10-K for the year ended December 31, 2018.

/s/ PricewaterhouseCoopers LLP

Atlanta, GA

May 14, 2019